The relationship between episodic and semantic memory has been a source of much controversy in recent years. Previous work has established the Temporal Context Model (TCM) as a viable model of episodic recall. TCM uses retrieved context to model episodic associations. Latent Semantic Analysis (LSA) builds a semantic representation by using information about the contexts in which different words occur in large bodies of text to approximate their meanings. In LSA, the representation of two words becomes similar if they occur in similar textual contexts. This is reminiscent of the mediated associations (A-B, B-C) paradigm, in which A and C become associated by virtue of having been presented in a similar context (B). The proposed research examines the relationship between episodic and semantic memory using experiment and theory. Experiments study the ability of episodic memory to mimic the context-sensitive property of semantic memory. Using double-function lists (long chains of pairs, A-B, B-C, C-D, etc), we will explore the mediated association paradigm in new depth, testing specific predictions of TCM. Theoretically, TCM will be "trained on" large bodies of text. The resulting semantic representation will be compared to the semantic structure predicted by LSA, the semantic structure of English, and free association norms. By applying a quantitative model of episodic recall to semantic learning, the proposed research could provide considerable insight into the bases of episodic and semantic memory.